-
Court Convened Meeting of the Equity Shareholders of Blue Dart
Express Limited
Day : Friday
Date : th13 June 2014
Time : 10:00 am
Venue : Hotel Hilton Mumbai International Airport, Sahar Airport
Road, Andheri (E), Mumbai 400 099
SR. NO. CONTENTS PAGE NO.
Notice of Court Convened Meeting of the Equity Shareholders of
Blue Dart Express Ltd.1.
Explanatory Statement under Section 393 of the Companies Act,
19562.
Scheme of Arrangement under Section 391 to 394 of the Companies
Act, 19563.
Copy of observation letter dated March 21, 2014 issued by BSE
Limited4.
Copy of observation letter dated March 21, 2014 issued by
National Stock Exchange of India Limited
5.
Copy of fairness report issued by Ernst & Young Merchant
Banking Services Private Ltd.
Copy of complaint report dated February 14, 2014 submitted by
the Company to BSE & NSE
6.
Form of Proxy
7.
Attendance Slip
8.
9.
1
Blue Dart Express LimitedBlue Dart Centre, Sahar Airport Road,
Andheri (East) Mumbai- 400 099
Phone : 022- 28396444 | Fax : 022-2824 4131CIN :
L61074MH1991PLC061074 | Website : www.bluedart.com
Email : [email protected]
2
5
14
26
27
37
29
35-36
39
-
IN THE HIGH COURT OF JUDICATURE AT BOMBAYORDINARY ORIGINAL CIVIL
JURISDICTION
COMPANY SUMMONS FOR DIRECTIONS NO. 297 OF 2014
In the matter of the Companies Act, 1956; AND In the matter of
Sections 391 to 394 of the Companies Act, 1956; AND In the matter
of Blue Dart Express Limited; AND In the matter of Scheme of
Arrangement between Blue Dart
Express Limited and its members
Blue Dart Express Limited )Blue Dart Centre, )Sahar Airport Road
)Andheri (East), Mumbai - 400099 ) ........�Applicant Company
NOTICE CONVENING THE MEETING OF THE MEMBERS OF BLUE DART EXPRESS
LIMITED
ToThe Members of Blue Dart Express Limited
ndTAKE NOTICE that by an order dated 2 May 2014, in the above
Summons for Direction, the Hon'ble High Court of Judicature at
Bombay has directed that a meeting of the equity shareholders of
Blue Dart Express Limited, the Applicant Company abovenamed, be
convened and held at Hotel Hilton Mumbai International Airport,
Sahar
thAirport Road, Andheri (E), Mumbai 400 099, India on Friday, 13
June 2014 at 10:00 a.m. for the purpose of considering and if
thought fit, approving, with or without modification, the Scheme of
Arrangement proposed to be made between the Applicant Company and
its members for the issue of unsecured, redeemable,
non-convertible, fully paid up bonus debentures of the Applicant
Company from its free reserve to its members.
TAKE FURTHER NOTICE that in pursuance of the said order, a
meeting of the equity shareholders of the Applicant Company will be
held at Hotel Hilton Mumbai International Airport, Sahar Airport
Road, Andheri (E),
thMumbai 400 099, India on Friday, 13 June 2014 at 10:00 a.m.,
at which time and place you are requested to attend.
TAKE FURTHER NOTICE that you may attend and vote at the said
meeting in person or by proxy provided that a proxy in the
prescribed form, duly signed by you, or your authorized
representative, is deposited at the registered office of the
Applicant Company situated at Blue Dart Centre, Sahar Airport Road,
Andheri (East) Mumbai- 400 099 not later than 48 hours before the
meeting.
The High Court of Bombay has appointed Mr. Sharad Upasani, the
Chairman of the Applicant Company and failing him, Mr. Malcolm
Monteiro, Director / Mr. Suresh Sheth, Director, of the Applicant
Company to be the Chairman of the said meeting.
A copy each of the Scheme, the Explanatory Statement under
Section 393 of the Companies Act, 1956, the Attendance Slip and a
Form of Proxy are enclosed.
sd/-SHARAD UPASANI
Chairman appointed for the meetingPlace : Mumbai
thDate : 12 May 2014
Registered Of�ce: Blue Dart Centre, Sahar Airport Road, Andheri
(East), Mumbai - 400099
2
-
NOTES:
(I) All alterations made in the Form of the Proxy should be
initialed.
(ii) Only registered Equity Shareholders of the Applicant
Company may attend and vote (either in person or by proxy) at the
Equity Shareholders' meeting. The authorised representative of a
body corporate which is a registered Equity Shareholder of the
Applicant Company may attend and vote at the Equity Shareholders'
meeting provided that a certified true copy of the resolution of
the Board of Directors or other governing body of the body
corporate authorizing such representative to attend and vote at the
Equity Shareholders' meeting is deposited at the Registered Office
of the Applicant Company not later than 48 hours before the
meeting.
(iii) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS
ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF
AND SUCH PROXY NEED NOT BE A MEMBER OF THE APPLICANT COMPANY. The
Form of Proxy duly completed should, however, be deposited at the
Registered Office of the Applicant Company not less than 48 hours
before the meeting.
(iv) Members who hold shares in dematerialized form are
requested to bring their client ID and DP ID number for easy
identification of attendance at the meeting.
(v) Members are informed that in case of joint holders attending
the meeting, only such joint holder whose name stands first in the
Register of Members of the Applicant Company in respect of such
joint holding will be entitled to vote.
(vi) The Notice is being sent to all the Members, whose names
appeared in the Register of Members as on thFriday, 9 May 2014.
This notice of the Court Convened Meeting of the Members of the
Applicant
Company is also displayed/posted on the websites of the
Applicant Company www.bluedart.com and that of Central Depository
Services (India) Limited ("CDSL") www.evotingindia.com.
(vii) In compliance with the provisions of the listing
agreement, the Company is pleased to offer the facility of voting
through electronic means, as an alternate, to all its Members to
enable them to cast their votes electronically instead of casting
their vote at a Meeting. Please note that the voting through
electronic means is optional for the Members.
th(viii) The voting through electronic means will commence on
Monday, 9 June 2014 at 10:00 a.m and will end thon Tuesday, 10 June
2014 at 6:00 p.m. The Members will not be able to cast their votes
electronically
beyond the date and time mentioned above and the e-voting system
shall be disabled for voting thereafter.
(ix) The Company has appointed Mr. Nilesh Shah, Practicing
Company Secretary, to act as the Scrutinizer for conducting the
electronic voting process in a fair and transparent manner.
(x) The procedure and instructions for voting through electronic
means are, as follows. We request you to follow the below procedure
for e-voting:
a) Log on to the e-voting website: www.evotingindia.com and
Click 'Shareholders' on the home page.
b) Select the "Electronic Voting Sequence Number" (EVSN) along
with Blue Dart Express Ltd. from the drop down menu and click
"SUBMIT".
c) Enter following details in the appropriate boxes and click
"SUBMIT":
d) Shareholders holding shares in physical form will be directed
to the voting screen.
3
Details
User-Id
Password
PAN
For NSDL - 8 characters DP ID + 8 digits demat account number.
For CDSL - 16 digits demat account number.For shares held in
physical form - Registered Folio No.
Your unique password as contained in the Form.
10 digit alphanumeric Permanent Account Number issued to you by
Income Tax Department as registered with the Company / CDSL / NSDL.
In case the shareholders do not have PAN or have not registered the
PAN with the Company, please use dummy PAN: BDLEV1234Z.
-
e) Shareholders holding shares in demat form, who log in for
first time, will be required to mandatorily change their password
in the new password field and will also have option to enter their
demographic details i.e. date of birth, mobile number and e-mail
id. The shareholders are advised to remember the new password. The
new password can be used for voting on future e-voting
resolution(s) for Blue Dart Express Limited or any other company in
India. However if shareholder holding share in demat form and had
logged on to www.evotingindia.com and casted his / her vote for an
earlier EVSN of any company, then the existing password needs to be
used.
f) Click on the Resolution File Link on voting screen to view
the Notice.
g) On the voting page, select appropriate option to vote for or
against each resolution. Option 'YES' implies assent to the
resolution and 'NO' implies dissent to the resolution.
h) Enter number of shares (which represents no. of votes) under
each of the headings of the resolution. The number of shares cannot
exceed the number of shares registered in your name as per the
records of the Company.
i) Check the details and click 'SUBMIT'. On completion of
e-voting, a confirmation box will appear. If you wish to confirm
your vote, click 'OK', else to change your vote, click 'CANCEL' and
accordingly modify your vote by following procedure explained in
(g) and (h) above.
j) Once the e-voting is completed, the shareholders will not be
allowed to modify the vote.
k) Shareholders can log in for any number of times till the
e-voting on the resolution is completed or till the thend of voting
period i.e. 6.00 p.m., Tuesday, 10 June 2014 whichever is
earlier.
I) In addition to the above, the non-individual members (like
Corporates, FlIs, FIS, Mutual Funds, Banks, Trusts etc.) who opt
for e-voting, are also required to submit Board Resolution/Power of
Attorney authorising any person to exercise the Voting Power on
their behalf along with their attested specimen signatures. Scanned
copies of such documents are required to be sent to Scrutinizer
through e-mail at [email protected] with a copy marked to
[email protected]. The file containing the said
documents should be named as "Member's name_(EVSN)", e.g., in case
of shareholder company XYZ Ltd., the file containing the
authorization documents should be named as "XYZ Ltd._(EVSN)". The
documents can be sent before/immediately after casting the vote.
However, in case the same do not reach Scrutinizer/ CDSL before
closure of voting, the vote so exercised will be rejected in the
system.
m)In case you have any queries or issues regarding e-voting,
please send your query to [email protected].
4
-
IN THE HIGH COURT OF JUDICATURE AT BOMBAYORDINARY ORIGINAL CIVIL
JURISDICTION
COMPANY SUMMONS FOR DIRECTIONS NO. 297 OF 2014
In the matter of the Companies Act, 1956; AND In the matter of
Sections 391 to 394 of the Companies Act, 1956; AND In the matter
of Blue Dart Express Limited; AND In the matter of Scheme of
Arrangement between Blue Dart
Express Limited and its member
Blue Dart Express Limited )Blue Dart Centre, )Sahar Airport Road
)Andheri (East), Mumbai - 400099 ) ........�Applicant Company
EXPLANATORY STATEMENT UNDER SECTION 393 OF THE COMPANIES ACT,
1956
In this statement Blue Dart Express Limited is referred to as
the �Applicant Company� or �Company�. The other definitions
contained in the enclosed Scheme of Arrangement (�Scheme�) will
also apply to this Explanatory Statement. The following statement
as required under Section 393 of the Companies Act, 1956 sets forth
the details of the proposed Scheme, its effects and, in particular
any material interests of the Directors in their capacity as
members.
nd1. Pursuant to an order dated 2 May 2014, passed by the
Hon'ble High Court of Judicature at Bombay in the Company Summons
for Direction referred to above, a meeting of the equity
shareholders of Blue Dart Express Limited, the Applicant
abovenamed, is being convened for the purpose of considering and,
if thought fit, approving, with or without modification, the
proposed Scheme between Blue Dart Express Limited and its members
for the issue of unsecured, redeemable, non-convertible, fully paid
up bonus debentures of Blue Dart Express Limited from its free
reserves (Surplus in the Statement of Profit and Loss), under
sections 391 to 394 of the Companies Act, 1956 (�Act�) (hereinafter
referred to as the "Scheme"). A copy of the Scheme setting out the
terms and conditions of the Scheme is attached to this Explanatory
Statement is annexed to the notice of the meeting.
2. Apart from the above Court Convened Meeting of the Equity
Shareholders of the Applicant Company, thpursuant to the amendment
to the listing agreement with effect from 17 April 2014, the
Applicant
Company has also provided e-voting facility to its members.
st3. Further, as required under Clause 5.16(b) of SEBI Circular
bearing No. CIR/CFD/DIL/8/2013 dated 21 May th2013, the Company has
furnished an undertaking dated 15 October 2013 certified by the
statutory
auditor, Price Waterhouse and duly approved by the Board of the
Company stating non-applicability of Para 5.16(a). The said
undertaking is displayed on the website of the Applicant Company
and the relevant stock exchanges, being, BSE Limited (�BSE�) and
National Stock Exchange of India Limited (�NSE�).
4. The resolution to be moved at the said meeting will read as
follows:
�RESOLVED THAT pursuant to the provisions of Sections 391 to 394
and other applicable provisions, if any, of the Companies Act, 1956
(�the Act�) and subject to the approval of the Hon'ble High Court
of Judicature at Bombay, and subject to such other approvals,
permissions and sanctions of regulatory and other authorities, as
may be necessary and subject to such conditions and modifications
as may be prescribed or imposed by the Hon'ble High Court of
Judicature at Bombay or by any regulatory or other authorities,
while granting such consents, approvals and permissions, which may
be agreed by the Board of Directors (hereinafter referred to as the
�Board�, which term shall be deemed to mean and include one or more
Committee(s) constituted/to be constituted by the Board to exercise
its powers including the powers conferred by this Resolution), the
proposed arrangements embodied in the Scheme of Arrangement between
the Company and its members (the �Scheme�) placed before this
meeting and initialled by the Chairman of the meeting for the
purpose of identification, be and is hereby approved.
RESOLVED FURTHER THAT the Board be and is hereby authorised to
do all such acts, deeds, matters and things, as may be considered
requisite, desirable, appropriate or necessary to give effect to
this resolution
5
-
and effectively implement the arrangements embodied in the
Scheme and to accept such modifications, amendments, limitations
and/or conditions, if any, which may be required and/or imposed by
the Hon'ble High Court of Judicature at Bombay while sanctioning
the arrangements embodied in the Scheme or any authorities under
law, or as may be required for the purpose of resolving any doubts
or difficulties that may arise to the Scheme, as the Board may deem
fit and proper.�
BACKGROUND OF THE APPLICANT COMPANY
5. The Applicant Company was originally incorporated under the
provisions of Part IX of the Companies Act, 1956 as a private
limited company. Pursuant to a fresh certificate of incorporation
issued by the Registrar
thof Companies Maharashtra, Mumbai, dated 17 June 1994, the
Applicant Company was converted into a public limited company.
6. The CIN of the Applicant Company is L61074MH1991PLC061074 and
its registered office is situated at Blue Dart Centre, Sahar
Airport Road, Andheri, (East) Mumbai - 400 099.
7. The objects for which the Applicant Company has been
established are set out in its Memorandum of Association. The main
object of Applicant Company is as follows:
�To carry on the courier business for carriage and door-to-door
delivery of commercial documents, samples, parcels and printed
matters in India and throughout the world.�
st8. The share capital structure of the Applicant Company as on
31 March 2014 is as under:
* During the year 2001-2002, the Applicant Company forfeited
52,700 equity shares. The amount shown as total paid up capital
includes ̀ 3,48,000/- received towards share capital on forfeited
shares.
The equity shares issued by the Applicant Company are listed on
BSE and NSE.
st9. After 31 March 2014 there has been no change in the issued,
subscribed and paid up share capital of the Applicant Company.
RATIONALE FOR ISSUANCE OF DEBENTURES
10. Over the last few years, the Applicant Company has
accumulated substantial free reserves (Surplus in the Statement of
Profit and Loss), built up over the years from its retained
profits. This accumulation of Surplus in the Statement of Profit
and Loss is well above Applicant Company's current and likely
future operational needs. Further, barring unforeseen
circumstances, the Applicant Company is confident of generating
incremental cash over the next few years. Overall reserves position
is expected to improve further even after considering cash
requirements for the Applicant Company's capex programme and
working capital requirements. The Applicant Company expects to have
reasonable liquidity position and also has adequate debt raising
capability.
11. Separately, the Applicant Company has completed 30 (thirty)
years of operations and is keen to reward its Members for their
continued support and belief. Accordingly, the Applicant Company
has proposed to issue fully paid up debentures, to its Members by
utilizing the Surplus in Statement of Profit and Loss.
6
Particulars
Total
Total
Issued, Subscribed and Paid-up Capital2,37,27,934 Equity Shares
of `10/- each
Add : Forfeited Shares*
Authorized Capital4,00,00,000 Equity Shares of `10/- each
Amount (`)
40,00,00,000
23,76,27,340
23,72,79,340
3,48,000
40,00,00,000
-
SALIENT FEATURES OF THE SCHEME
The salient features of the Scheme have been recorded in the
Scheme and reproduced as under:
�Debentures� means redeemable, unsecured, non- convertible fully
paid debentures of `10/- each (Rupees Ten Only) to be issued in
three series viz. Series I, II & III each as a separate tranche
pursuant to the present Scheme, by way of bonus, the principal
terms & conditions for which have been set out in Annexure A, B
and C respectively to this Scheme;
�Members� means the equity shareholder(s) of the Company as on
the closing hour of the Record Date;
�Series I Debentures� means unsecured, redeemable,
non-convertible, fully paid up debenture of ̀ 10/- each redeemable
at the end of 36 months from date of allotment, the principle terms
and conditions for which have been set out in Annexure A of the
Scheme;
�Series II Debentures� means unsecured, redeemable,
non-convertible, fully paid up debenture of `10/- each redeemable
at the end of 48 months from date of allotment, the principle terms
and conditions for which have been set out in Annexure B of the
Scheme;
�Series III Debentures� means unsecured, redeemable,
non-convertible, fully paid up debenture of `10/- each redeemable
at the end of 60 months from date of allotment, the principle terms
and conditions for which have been set out in Annexure C of the
Scheme;
PART II
3. ISSUE OF DEBENTURES FROM SURPLUS IN THE STATEMENT OF PROFIT
AND LOSS:
3.1 The provisions of this Clause 3 shall operate
notwithstanding anything to the contrary in this Scheme or in any
other instrument, deed or writing.
3.2 Upon the Scheme being effective, the Company shall, without
any further act, instrument or deed, issue and allot, 7 (Seven)
Series I Debentures, 4 (Four) Series II Debentures and 3 (Three)
Series III Debentures, each as a separate tranche, all of face
value ̀ 10/- ( Rupees Ten Only) each, fully paid up by utilizing
its Surplus in the Statement of Profit and Loss, for every 1 (one)
equity share held by the Member whose name is recorded in the
Register of Members and record of the depository as Members of the
Company on the Record Date.
3.3 The process for issuance of Debentures, is set out in Clause
5 hereunder.
3.4 The issuance of Debentures pursuant to this Scheme will
constitute "Deemed Dividend" as defined in Section 2(22)(b) of the
Income Tax Act, 1961 and consequently at the time of allotment, the
Company will be required to pay Dividend Distribution Tax (DDT) at
the applicable rate on the aggregate value of Debentures allotted
to the Members. However, such issue of Debentures in the manner
contemplated herein will not entail declaration or distribution of
any dividend for the purposes of Section 205 and 205A of the
Act.
3.5 No Debentures will be issued under this Scheme in respect of
any equity share of the Company that has been forfeited. The
issuance of Debentures, pursuant to this Scheme in respect of any
equity shares of the Company which are held in abeyance under the
provisions of Section 206A of the Act or otherwise, shall pending
allotment or settlement of dispute by order of Court or otherwise
and subject to applicable law, will be held in abeyance by the
Company.
4. TERMS AND CONDITIONS OF THE DEBENTURES:
4.1 The Debentures shall be issued on terms and conditions
consistent with the principal terms and conditions set out in
Annexure A, B & C and as set out in the Scheme. The Board shall
appoint a debenture trustee ("Debenture Trustee") who would be
authorized to formalize with the Company detailed terms and
conditions for issuance of the Debentures.
4.2 As soon as practicable after the issuance of the Debentures,
the Company shall take necessary steps towards listing the
Debentures on the BSE and/or the NSE, subject to regulatory
approvals, with a view to provide liquidity to the Debenture
holders. The Debentures will not be registered in any jurisdiction
or listed on any stock exchange outside India.
7
-
5. PROCESS FOR ISSUANCE OF DEBENTURES:
5.1 The Debentures shall be issued within a period of 15 Working
Days from the Record Date to the Member(s) eligible to receive the
same, in the following manner:
(a) The Company will deliver an amount of not less than
`332,19,10,760 (Rupees Three Hundred Thirty Two Crore Nineteen Lacs
Ten Thousand Seven Hundred And Sixty Only) being equal to the
aggregate value of the Debentures required to be issued in terms of
the Scheme, to a merchant banker to be appointed by the Board
("Merchant Banker") to act on behalf of and as agent and trustee of
the Members. The Merchant Banker shall receive the aforesaid
amount, subject to receipt of necessary regulatory approvals, in an
on-shore escrow account opened by it with a scheduled commercial
bank in India to be determined by and upon terms and conditions
acceptable to the Board, for this purpose ("Escrow Account").The
Merchant Banker shall receive the aforesaid amounts in the Escrow
Account for and on behalf of and in trust for the Members entitled
to the Debentures, as deemed dividend within the meaning of the
term under Section 2(22)(b) of the Income tax Act, 1961. The said
payment to the Merchant Banker shall constitute a valid and proper
discharge of the Company's obligation to make payment hereunder to
each Member entitled to such Debentures in terms of the Scheme.
(b) The Merchant Banker shall immediately following receipt of
funds pursuant to the above, pay to the Company (without any lien,
hold-back or deduction whatsoever or otherwise), for and on behalf
of and as trustee of the Members entitled to Debentures, out of the
Escrow Account, as and by way of subscription for allotment of
requisite number of Debentures. The said payment for and on behalf
of the Members by the Merchant Banker shall be
appropriated/considered to be a payment by the Members entitled to
the Debentures under this Scheme towards the cost of acquisition of
the Debentures under the Scheme. Thus, the cost of acquisition of
each of Series I, Series II and Series III Debentures at the hands
of the Members shall be its face value i.e., ̀ 10/- (Rupees Ten
only) each.
(c) Upon receipt by the Company of the payment from the Merchant
Banker for and on behalf of the Members towards subscription of
Debentures of the Company, the Company shall proceed to issue and
allot to the Members as on the Record Date, the appropriate number
of Debentures to which the concerned Member may be entitled by
virtue of his/her/its holding in the Company on the Record Date in
the ratio stipulated in Clause 3.2 above.
5.2 The Debentures issued to the Members pursuant to this Scheme
shall be issued in dematerialized form to the Members who are
recorded as holding equity shares of the Company in dematerialized
form, or from whom the Company has received a notice in writing
prior to the Record Date of details of their account with a
depository participant and who have provided details thereof and
such other confirmations as maybe required, by direct credit to the
account of each Member. For all other Members (including members
holding shares in physical form) or in the event that the Company
is unable to credit the demat accounts of the aforesaid Members,
the Company shall issue Debentures in physical form to such
Members. No letter of allotment would be issued for the Debentures
in such cases.
6. NON RESIDENT MEMBERS:
6.1 The approval of the RBI may be required under applicable law
for issuance of Debentures to certain non-resident Members,
including for the holding or transfer of Debentures by such Members
and repatriation of sale proceeds. The Company shall apply to the
RBI for the requisite approvals for issue and allotment of
Debentures to such non-resident Members of the Company, and the
issuance and allotment to such Members will be made subject to and
in compliance with the terms and conditions as may be prescribed by
the RBI.
7. AMENDMENT TO ARTICLES OF ASSOCIATION:
7.1 As an integral part of the Scheme, and, upon the coming into
effect of the Scheme, without any further act or deed, the
following article, numbered as sub clauses (1), (3) and (4) of
Article 204, shall be altered and substituted as in the Articles of
Association of the Company the existing sub clauses (1), (3) and
(4) of Article 204.
204 (1) Any General Meeting may resolve that any monies,
investments or other assets forming part of the undivided profits
(including profits or surplus monies arising from the
8
-
realisation and where permitted by law, or any amount standing
to the credit of the Share Premium Account or the Capital
Redemption Reserve Account or the General Reserve or any other
reserve or fund of the company or in the hands of the company and
available for dividend) may be capitalized. Any such amount
(excepting the amount standing to the credit of the Share Premium
Account and/or the Capital Redemption Reserve Account) may be
capitalized in either of the following ways, or partly in one way
and partly in another:
a. by the issue and distribution as fully paid up shares,
debentures, debenture stock or other securities or obligations of
the Company; or
b. by crediting the shares of the company which may have been
issued and are not fully paid up, with the whole or any part of the
sum, remaining unpaid thereon.
Provided that any amounts standing to the credit of the Share
Premium Account may be applied in:
i. paying up unissued shares of the company to be issued to the
members of the company as fully paid bonus shares
ii. in writing off the preliminary expenses of the company iii.
in writing off the expenses of, or the commission paid or discount
allowed on any
issue of shares or debentures of the company; or iv. in
providing for the premium payable on the redemption of any
redeemable
preference shares or debentures of the company.
Provided further that any amount standing to the credit of the
Capital Redemption Reserve Account shall, for the purposes of this
Article, be applied only in paying up unissued shares of the
Company to be issued to the members of the Company as fully paid
bonus shares.
204 (3) The Directors shall give effect to any such resolution
and apply such portion of the profit, General Reserve Fund or any
other fund or account as aforesaid as may be required for the
purpose of making payment in full for the shares, debentures or
debenture stock, or other securities or obligations of the Company
so distributed under sub-article (1) (a) above or (as the case may
be) for the purpose of paying, in whole or in part, the amount
remaining unpaid on the paid up capital under sub-article (1)(a)
above provided that no such distribution or payment shall be made
unless recommended by the Directors and if so recommended such
distribution and payment shall be accepted by such members as
aforesaid in full satisfaction of their interest in the capitalised
sum.
204 (4) For the purpose of giving effect to any such resolution
the directors may settle any difficulty which may arise in regard
to the distribution or payment as foresaid as they think expedient
and in particular they may issue fractional certificates or coupons
and fix the value for distribution of any specific assets and may
determine that such payments be made to any members on the footing
of the value so fixed and that fraction of less value than `1/- may
be disregarded in order to adjust the right of all parties and may
vest any such cash, shares, fractional certificates or coupons,
debentures, debenture-stock, or other securities or obligations in
trustee upon such trust for the persons entitled thereto as may
seem expedient to the Directors and generally may make such
arrangement for the acceptance, allotment and sale of such shares,
debentures, debenture-stock, or other securities or obligations and
fractional certificates or coupons or otherwise as they may think
fit.
7.2 It is hereby clarified that the consent of the Members to
the Scheme shall be sufficient for the purposes of effecting the
above amendment to the Articles of Association of the Company as
set out in Clause 7.1 above as also for the issuance of the
Debentures, and no further resolution under Section 31 or any other
applicable provision of the Act or 2013 Act in this regard, would
be required to be separately passed in connection with the
alteration and amendment to the Articles or the issuance of
Debentures by the Company hereunder.
8. ACCOUNTING TREATMENT IN THE BOOKS OF THE COMPANY:
8.1 The proposed restructuring of the Surplus in the Statement
of Profit and Loss by issuance of Debentures pursuant to the Scheme
shall be reflected in the books of account of the Company in the
following manner.
9
-
(a) an amount representing the aggregate face value of the
Debentures shall be transferred from the Surplus in the Statement
of Profit and Loss to the Shareholders Account (being the deemed
dividend payable to the Members under the Scheme); and
(b) an amount representing the aggregate face value of the
Debentures shall be transferred to the Shareholders Account
(represented by the Merchant Banker) from the Bank Account (being
payment effected to the Members as deemed dividend under the
Scheme).
8.2 The payment by the Company of the dividend distribution tax
on the aggregate face value of the Debentures as deemed dividend
will be reflected in the books of account of the Company in the
following manner:
(a) an amount representing the dividend distribution tax payable
on the aggregate face value of the Debentures as deemed dividend
shall be transferred from the Surplus in the Statement of Profit
and Loss to the Dividend Distribution Tax Account; and
(b) an amount representing the dividend distribution tax payable
on the aggregate value of the Debentures shall be transferred from
the Dividend Distribution Tax Account to the Central Government
Account (being payment of dividend distribution tax on the
aggregate value of the Debentures as �deemed dividend�).
8.3 Similarly, the proposed investment of the aggregate amount
of the deemed dividend in Debentures of the Company for and on
behalf of the Members by a payment through the Merchant Banker will
be reflected in the books of account of the Company in the
following manner:
(a) an amount representing the aggregate face value of the
Debentures, for each series of Debentures, shall be transferred to
the bank account from the Shareholders Account (represented by the
Merchant Banker), (being payment by the Merchant Banker for and on
behalf of the Members towards reinvestment of deemed dividend);
and
(b) an amount representing the aggregate face value of the
Debentures shall be transferred from Shareholder A/c to Debentures
A/c (being investment of the Members in Debentures under the
Scheme).
8.4 For removal of doubts, it is expressly recorded and
clarified that issue of Debentures constituting deemed dividend
does not in any manner involve distribution of Capital Reserves or
revenue reserves other than Surplus in Statement of Profit and Loss
and the Debentures shall be issued and shall be deemed to have been
issued entirety by utilizing the Surplus in Statement of Profit and
Loss of the Company exclusively built through
undistributed/retained profits of the Company, in the manner
provided in the Scheme.
8.5 Post the issuance of the Debentures under this Scheme, the
Surplus in Statement of Profit and Loss of the Company will stand
reduced by an amount equivalent to the aggregate value of the
Debentures issued up to a maximum of ̀ 332,19,10,760/- (Rupees
Three Hundred Thirty Two Crore Nineteen Lacs Ten Thousand Seven
Hundred And Sixty Only) and an amount equivalent to the dividend
distribution tax payable by the Company on the Debentures, at then
applicable rate (on such value of Debentures, as above).
9. SCHEME CONDITIONAL ON APPROVALS/SANCTIONS:
9.1 The Scheme is conditional on and subject to:
(a) the approval to the Scheme by the requisite majority of the
Members and the Creditors o f t h e Company, as the case may be, as
prescribed under law;
(b) the sanction of the High Court being obtained;
(c) the requisite approval of the RBI being obtained under the
provisions of Foreign Exchange Management Act, 1999 and the
regulations made thereunder;
(d) Any other sanction or approval, as may be required by law in
respect of the Scheme being obtained;
(e) The certified copies of the High Court order referred to in
this Scheme being filed with the Registrar of Companies; and
10
-
(f) The Company complying with other provisions of the
Securities Exchange Board of India thCircular bearing No.
CIR/CFD/DIL/5/2013 dated 4 February 2013 and clarifications and
amendments thereto.
10. EFFECT ON NON RECEIPT OF APPROVALS/SANCTIONS:
10.1 In the event of any aforesaid sanctions and approvals not
being obtained and/or the Scheme not being sanctioned by the High
Court and/or the Order or Orders not being passed as aforesaid on
or before September 30, 2014 or within such extended period or
periods as may be approved by the Board, the Scheme shall become
null and void and in that event, no rights and liabilities shall
accrue to or be incurred by the Company or its Members or any other
person, and Company shall bear and pay the costs, charges and
expenses for and/or in connection with the Scheme.�
The members are requested to read the entire text of the Scheme
to get better acquainted with the provisions thereof as stated
above. The aforesaid are only the Salient Features thereof.
11. The financial position of the Applicant Company as indicated
by a summary extracted from the audited stannual accounts for
fifteen months ended 31 March 2013 is as under:
12. Further, the Surplus in the Statement of Profit & Loss
of the Company as per the audited balance sheet of stthe Applicant
Company as at 31 March 2013 stood at `5,34,05,83,995 (Rupees Five
Hundred Thirty Four
Crore Five Lakhs Eighty Three Thousand Nine Hundred Ninety Five
only). The details of the same are set out as under:
SOURCES OF FUNDS (Amount in `)
Share Capital 237,627,340
Reserves & Surplus 6,259,293,015
Secured Loans NIL
Unsecured Loans NIL
Total 6,496,920,355
APPLICATION OF FUNDSFixed Assets 2,324,697,854
Investments 197,681,200
Deferred Tax Assets (148,633,424)
Current Assets, Loans and advances 7,879,057,870
Less: Current Liabilities & Provisions 3,755,883,145
Net Current Assets 4,123,174,725
Total 6,496,920,355
Reserves and SurplusAs at
st31 December 2011Securities Premium ReserveBalance as at the
beginning of the period/year
Addition/utilisation during the period/year - -
394,057,802 394,057,802
Balance as at the end of the period/year 394,057,802
394,057,802General Reserve
Add: Transferred from surplus in the Statement of Profit and
Loss during the period
Balance as at the beginning of the period/year
188,660,318 91,681,288
335,990,900 244,309,612
Balance as at the end of the period/year 524,651,218
335,990,900Surplus in the Statement of Pro�t and LossBalance as at
the beginning of the period/year 5,613,647,055 4,538,113,432
Add: Profit for the period/year
Balance as at the end of the period/yearTotal
1,886,592,501 1,222,368,274
Less: AppropriationsProposed dividendDividend Distribution Tax
on Proposed DividendTransfer to General Reserve
1,684,683,314 47,456,000
286,311,929 7,697,363 188,660,318 91,681,288
5,340,583,995 5,613,647,0556,259,293,015 6,343,695,757
As at st31 March 2013
Amount in `
11
-
BOARD APPROVAL AND FAIRNESS REPORT
th13. The Scheme was placed before the Board of Directors of the
Applicant Company on 15 October 2013, at which time the Board
approved the Scheme and the issuance of 7 Series I Debentures, 4
Series II Debentures and 3 Series III Debentures each as a separate
tranche, all of face value ̀ 10/- (Rupees Ten Only) each fully paid
up by utilizing its Surplus in the Statement of Profit and Loss,
for every 1 (one) equity share held by the shareholders of the
company.
th14. In accordance with the above SEBI Circular No.
CIR/CFD/DIL/5/2013 dated 4 February 2013, the Audit thCommittee of
the Applicant Company vide its report dated 15 October 2013
recommended the proposed
scheme.
st15. Additionally, the Applicant Company has obtained a
fairness opinion dated 21 January 2014 from Ernst & ndYoung
Merchant Banking Services Private Limited and certificate on
accounting treatment dated 22
October 2013 from Price Waterhouse.
EXTENT OF SHAREHOLDING OF DIRECTORS
16. Directors of the Applicant Company may be deemed to be
concerned and/or interested in the Scheme only to the extent of
their shareholding in the Applicant Company, or to the extent that
the said Directors are directors, partners, shareholders of the
companies, firms, institutions, associations of persons, bodies
corporate, and/or beneficiary/trustee of trusts that hold shares in
Applicant Company or to the extent they may be allotted Debentures
under the Scheme. Save as aforesaid none of the Directors of
Applicant Company have any material interest in this Scheme.
17. The details of the present directors of the Applicant
Company and their shareholding in the Applicant thCompany, either
singly or jointly, as on 9 May 2014 are as follows:
18. The Scheme is conditional on and subject to:
(i) the approval to the Scheme by the requisite majority of the
Members and the Creditors of the Company, as the case may be, as
prescribed under law;
(ii) the sanction of the High Court being obtained;
(iii) the requisite approval of the RBI, if any, being obtained
under the provisions of Foreign Exchange Management Act, 1999 and
the regulations made thereunder;
(iv) Any other sanction or approval, as may be required by law
in respect of the Scheme being obtained;
(v) The certified copies of the High Court order referred to in
this Scheme being filed with the Registrar of Companies; and
(vi) The Company complying with other provisions of the
Securities Exchange Board of India Circular th stbearing No.
CIR/CFD/DIL/5/2013 dated 4 February 2013 and CIR/CFD/DIL/8/2013
dated 21 May 2013
and clarifications and amendments thereto.
19. In the event of any aforesaid sanctions and approvals not
being obtained and/or the Scheme not being thsanctioned by the High
Court and/or the Order or Orders not being passed as aforesaid on
or before 30
September 2014 or within such extended period or periods as may
be approved by the Board, the Scheme shall become null and void and
in that event, no rights and liabilities shall accrue to or be
incurred by the Applicant Company or its Members or any other
person, and Company shall bear and pay the costs, charges and
expenses for and/or in connection with the Scheme.
th20. In terms of the SEBI Circulars mentioned above, Company
has filed a Complaints Report dated 14
12
Name of Director
Mr. Sharad Upasani Chairman NIL
NIL
NIL
NIL
NIL
Mr. Anil Khanna Managing Director
Mr. Malcolm Monteiro Director
Mr. Clyde Cooper Director
Mr. Suresh Sheth Director
Position held Equity Shares held
-
February 2014 with BSE and NSE. The Company has taken all
efforts to resolve all the complaints received. Hereto annexed and
marked as Annexure 1 is the Complaints Report filed by the
Company.
21. Corporate members intending to send their authorised
representatives to attend the meeting are requested to lodge a
certified true copy of the resolution of the Board of Directors or
other governing body of the body corporate not later than 48 (forty
eight) hours before the commencement of the meeting, authorizing
such person to attend and vote on its behalf at the meeting.
22. An equity shareholder entitled to attend and vote at the
meeting is entitled to appoint a proxy to attend and vote instead
of him. Such proxy need not be a member of the Applicant Company.
The instrument appointing the proxy should however be deposited at
the registered office of the Applicant Company not later than 48
(forty eight) hours prior to the commencement of the meeting.
23. The following documents will be open for inspection at the
registered office of the Company between 11 a.m. and 1 p.m. on any
week day which is not a public holiday.
(I) Memorandum & Articles of Association of the Applicant
Company;
st (ii) Audited Balance Sheet and Profit and Loss Account for
the fifteen months period ended 31 March 2013 of the Applicant
Company;
st (iii) Unaudited financial results of the Applicant Company
for the quarter ended 31 December 2013;
(iv) Company Summons for Direction No. 297 of 2014 along with
all Exhibits;
nd (v) Certified copy of the order dated 2 May 2014 passed by
the High Court of Bombay in Company Summons for Direction No. 297
of 2014;
th (vi) Complaints Report dated 14 February 2014 submitted by
the Applicant Company to BSE and NSE.
st (vii) Copies of the Observation Letters, each dated 21 March
2014 received from the BSE and the NSE, granting their respective
no-objections to the Scheme being filed with the Honourable High
Court of Bombay;
st (viii) Fairness opinion dated 21 January 2014 by Ernst &
Young Merchant Banking Services Private Limited.
th (ix) Report of the Audit Committee dated 15 October 2013;
and
(x) The Scheme.
24. The soft copies of the documents mentioned in Clause 23
above (except the ones mentioned in 23(i), 23 (ii), 23(iii), 23(iv)
and 23(v) are uploaded on the Applicant Company's website and the
websites of BSE and NSE.
sd/-SHARAD UPASANI
Chairman appointed for the meetingthDated this 12 day of May
2014 at Mumbai
Registered Address: Blue Dart Centre, Sahar Airport Road,
Andheri (East), Mumbai - 400099
13
-
SCHEME OF ARRANGEMENT
(�Scheme�)
BETWEEN
BLUE DART EXPRESS LIMITED
AND ITS
MEMBERS
This Scheme of Arrangement provides for issuance of unsecured,
redeemable, non-convertible, fully paid up debentures, by way of
bonus, to be allotted out of free reserves (Surplus in the
Statement of Profit and Loss) of Blue Dart Express Limited
(�Company�) to be issued pursuant to Section 391 and any other
applicable provisions of the Companies Act, 1956 (�Act�) and/or
Companies Act, 2013 (�2013 Act�).
BACKGROUND AND OBJECTIVES:
Blue Dart Express Limited is a public limited company
incorporated under the provisions of Part IX of the Act as a
private limited company. Pursuant to a fresh certificate of
incorporation issued by the Registrar of Companies Maharashtra,
Mumbai, dated June 17, 1994, the Company was converted into a
public limited company. The CIN of the Company is
L61074MH1991PLC061074 and its registered office is situated at Blue
Dart Centre,Sahar Airport Road, Andheri (East), Mumbai - 400 099
(�Company"). The Company is South Asia's premier courier and
integrated express package distribution entity.
The Company proposes to issue fully paid up debentures to its
Members by utilizing the Surplus in Statement of Profit and
Loss.
RATIONALE:
A. The Company has accumulated substantial free reserves
(Surplus in the Statement of Profit and Loss),built up over the
years from its retained profits. This accumulation of Surplus in
the Statement of Profit and Loss is well above Company's current
and likely future operational needs. Further, barring unforeseen
circumstances, the Company is confident of generating incremental
cash over the next few years. Overall reserves position is expected
to improve further even after considering cash requirements for the
Company's capex programme and working capital requirements. The
Company expects to have reasonable liquidity position and also has
adequate debt raising capability.
thB. The Company is in its 30 year of operations and is keen to
reward its Members for their continued support and belief.
Accordingly, the Company has proposed to issue fully paid up
debentures, to its Members by utilizing the Surplus in Statement of
Profit and Loss. In the interest of transparency and good corporate
governance and by way of abundant caution, the Company has resolved
to propose this Scheme of Arrangement between the Company and its
Members under Section 391 of the Act, which will be subject to
necessary approvals of the High Court, the Members, its creditors,
RBI and other authorities (as defined hereinafter).
GENERAL:
A. The Scheme is divided into the following parts:
(i) Part I, deals with the definitions and share capital;
(ii) Part II, deals with the scheme for issuance of Debentures
(defined hereinafter) to its Members; and
(iii) Part III, deals with the general terms and conditions
applicable to the Scheme.
14
-
PART I
1 DEFINITIONS:
1.1 In the Scheme, unless repugnant to the meaning, the
following expressions shall have the following meaning:
"2013 Act" means the Companies Act, 2013.
"Act" means the Companies Act, 1956 and shall include any
statutory modification, re-enactments or amendments, if any,
thereto.
"Board" means the board of directors of the Company and shall
include a committee duly constituted and authorized by the board of
directors for the purposes of matters, pertaining to the issuance
of Debentures under the Scheme and/or any other matter relating
thereto.
"BSE" means BSE Limited.
"Company" means Blue Dart Express Limited having its registered
office situated at Blue Dart Centre, Sahar Airport Road, Andheri
(East) Mumbai - 400 099.
"Debentures" means redeemable, unsecured, non- convertible fully
paid debentures of `10/- each (Rupees Ten Only) to be issued in
three series viz. Series I, II & III each as a separate tranche
pursuant to the present Scheme, by way of bonus, the principal
terms & conditions for which have been set out in Annexure A, B
and C respectively to this Scheme.
"Effective Date" or "Scheme becoming effective" means the last
of the dates on which all the
conditions and matters referred to in Clause 9 of this Scheme
occur or have been fulfilled or waived in accordance with the
Scheme. References in this Scheme to 'date of coming into effect of
the Scheme' or' effectiveness of the Scheme' shall mean the
Effective Date.
"High Court" shall mean the Hon'ble High Court of Judicature at
Bombay having jurisdiction in relation to the Company and shall
include the National Company Law Tribunal, as applicable or such
other forum or authority as may be vested with any of the powers of
a High Court under the Act or the 2013 Act.
"Members" mean the equity shareholder(s) of the Company as on
the closing hour of the Record Date.
"NCLT" means National Company Law Tribunal �to be constituted
pursuant to Section 408 of the 2013 Act.
"NSE" means National Stock Exchange India Limited.
"RBI" means the Reserve Bank of India.
"Record Date" means the date, after the Effective Date, to be
fixed by the Board of Directors of the Company for the purposes of
determining the entitlement of the Members of the Company to whom
the Debentures will be allotted pursuant to this Scheme.
"Registrar of Companies" means the Registrar of Companies,
Maharashtra at Mumbai.
"Scheme"means this Scheme of Arrangement between the Company and
its Members in its present form or in such other form as may be
modified or altered by the Members under the supervision and
direction of the High Court and as may be sanctioned by the High
Court.
"Series I Debenture(s)" means unsecured, redeemable,
non-convertible, fully paid up debenture of `10/- each redeemable
at the end of 36 months from date of allotment, the principle terms
and conditions for which have been set out in Annexure A of the
Scheme.
"Series II Debenture(s)" means unsecured, redeemable,
non-convertible, fully paid up debenture of `10/- each redeemable
at the end of 48 months from date of allotment, the principle terms
and conditions for which have been set out in Annexure B of the
Scheme.
"Series III Debenture(s)" means unsecured, redeemable,
non-convertible, fully paid up debenture of
15
-
`10/- each redeemable at the end of 60 months from date of
allotment, the principle terms and conditions for which have been
set out in Annexure C of the Scheme.
"Stock Exchanges" means collectively NSE and BSE.
"Surplus in the Statement of Pro�t and Loss" represents the free
reserves of the Company which have been built through retained
undistributed profits and which forms part of the reserves and
Surplus of the Company, as reflected in the accounts of the
Company.
"Working Day"means any day of the week (excluding Sundays and
any day which is a public holiday for the purpose of Section 25 of
the Negotiable Instruments Act, 1881 (at Mumbai) on which banks are
open for general banking business in Mumbai and �Working Days�
shall be construed accordingly.
1.2 In this Scheme, unless the context otherwise requires:
1.2.1 All terms and words used but not defined in this Scheme
shall, unless repugnant or contrary to the context or meaning
thereof, have the same meaning ascribed to them under the Act, 2013
Act, the Securities Contracts (Regulation) Act, 1956, the
Depositories Act, 1996 and other applicable laws, rules,
regulations, bye-laws, as the case may be or any statutory
modification or re-enactment thereof for the time being in
force.
1.2.2 Reference to clauses, recitals and annexures, unless
otherwise provided, are to clauses, recitals and annexures of and
to this Scheme.
1.2.3 The headings herein shall not affect the construction of
this Scheme.
1.2.4 The singular shall include the plural and vice versa; and
references to one gender include all genders.
1.2.5 Any phrase introduced by the terms "including" /include"
"in particular" or any similar expression shall be construed as
illustrative and shall not limit the sense of the words preceding
those terms.
1.2.6 References to person include any individual, firm, body
corporate (whether or not incorporated), Government, state or
agency of a state or any joint venture, association and
partnership.
1.2.7 The annexures to this Scheme form an integral and
inseparable part of this Scheme.
2 SHARE CAPITAL:
The share capital of the Company as at March 31, 2013 is as
under:
* During the year 2001-2002, the Company forfeited 52,700 equity
shares. The amount shown as total paid up capital includes ̀
3,48,000/- received towards share capital on forfeited shares.
After March 31, 2013 there has been no change in the issued,
subscribed and paid up share capital of the Company.
The Surplus in the Statement of Profit & Loss of the Company
as per the audited balance sheet of the Company as at March 31,
2013 stood at ̀ 5,34,05,83,995 (Rupees Five Hundred Thirty Four
Crore Five Lakhs Eighty Three Thousand Nine Hundred Ninety Five
only).
16
Particulars
Total
Total
Issued, Subscribed and Paid-up Capital2,37,27,934 Equity Shares
of `10/- each
Add : Forfeited Shares*
Authorized Capital4,00,00,000 Equity Shares of `10/- each
Amount (`)
40,00,00,000
23,76,27,340
23,72,79,340
3,48,000
40,00,00,000
-
PART II
3 ISSUE OF DEBENTURES FROM SURPLUS IN THE STATEMENT OF PROFIT
AND LOSS:
3.1 The provisions of this Clause 3 shall operate
notwithstanding anything to the contrary in this Scheme or in any
other instrument, deed or writing.
3.2 Upon the Scheme being effective, the Company shall, without
any further act, instrument or deed, issue and allot, 7 (Seven)
Series I Debentures,4 (Four) Series II Debentures and 3 (Three)
Series III Debentures, each as a separate tranche, all of face
value `10/-( Rupees Ten Only) each, fully paid up by utilizing its
Surplus in the Statement of Profit and Loss, for every 1 (one)
equity share held by the Member whose name is recorded in the
Register of Members and record of the depository as Members of the
Company on the Record Date.
3.3 The process for issuance of Debentures, is set out in Clause
5 hereunder.
3.4 The issuance of Debentures pursuant to this Scheme will
constitute "Deemed Dividend" as defined in Section 2(22)(b) of the
Income Tax Act, 1961 and consequently at the time of allotment, the
Company will be required to pay Dividend Distribution Tax (DDT) at
the applicable rate on the aggregate value of Debentures allotted
to the Members. However, such issue of Debentures in the manner
contemplated herein will not entail declaration or distribution of
any dividend for the purposes of Section 205 and 205A of the
Act.
3.5 No Debentures will be issued under this Scheme in respect of
any equity share of the Company that has been forfeited. The
issuance of Debentures, pursuant to this Scheme in respect of any
equity shares of the Company which are held in abeyance under the
provisions of Section 206A of the Act or otherwise, shall pending
allotment or settlement of dispute by order of Court or otherwise
and subject to applicable law, will be held in abeyance by the
Company.
4 TERMS AND CONDITIONS OF THE DEBENTURES:
4.1 The Debentures shall be issued on terms and conditions
consistent with the principal terms and condition set out in
Annexure A, B & C and as set out in the Scheme. The Board shall
appoint a debenture trustee ("Debenture Trustee") who would be
authorized to formalize with the Company detailed terms and
conditions for issuance of the Debentures.
4.2 As soon as practicable after the issuance of the Debentures,
the Company shall take necessary steps
17
Reserves and Surplus As at st31 December 2011Securities Premium
ReserveBalance as at the beginning of the period/year
Addition/utilisation during the period/year - -
394,057,802 394,057,802
Balance as at the end of the period/year 394,057,802
394,057,802General Reserve
Add: Transferred from surplus in the Statement of Profit and
Loss during the period
Balance as at the beginning of the period/year
188,660,318 91,681,288
335,990,900 244,309,612
Balance as at the end of the period/year 524,651,218
335,990,900
Surplus in the Statement of Pro�t and LossBalance as at the
beginning of the period/year 5,613,647,055 4,538,113,432
Add: Profit for the period/year
Balance as at the end of the period/yearTotal
1,886,592,501 1,222,368,274
Less: AppropriationsProposed dividendDividend Distribution Tax
on Proposed DividendTransfer to General Reserve
1,684,683,314 47,456,000
286,311,929 7,697,363 188,660,318 91,681,288
5,340,583,995 5,613,647,0556,259,293,015 6,343,695,757
As at st31 March 2013
-
towards listing the Debentures on the BSE and/or the NSE,
subject to regulatory approvals, with a view to provide liquidity
to the Debenture holders. The Debentures will not be registered in
any jurisdiction or listed on any stock exchange outside India.
5 PROCESS FOR ISSUANCE OF DEBENTURES:
5.1 The Debentures shall be issued within a period of 15 Working
Days from the Record Date to the Member(s) eligible to receive the
same, in the following manner:
(a) The Company will deliver an amount of not less than ̀
332,19,10,760 (Rupees Three Hundred Thirty Two Crore Nineteen Lacs
Ten Thousand Seven Hundred And Sixty Only) being equal to the
aggregate value of the Debentures required to be issued in terms of
the Scheme, to a merchant banker to be appointed by the Board
("Merchant Banker") to act on behalf of and as agent and trustee of
the Members. The Merchant Banker shall receive the aforesaid
amount, subject to receipt of necessary regulatory approvals, in an
on-shore escrow account opened by it with a scheduled commercial
bank in India to be determined by and upon terms and conditions
acceptable to the Board, for this purpose ("Escrow Account").The
Merchant Banker shall receive the aforesaid amounts in the Escrow
Account for and on behalf of and in trust for the Members entitled
to the Debentures, as deemed dividend within the meaning of the
term under Section 2(22)(b) of the Income tax Act, 1961. The said
payment to the Merchant Banker shall constitute a valid and proper
discharge of the Company's obligation to make payment hereunder to
each Member entitled to such Debentures in terms of the Scheme.
(b) The Merchant Banker shall immediately following receipt of
funds pursuant to the above, pay to the Company (without any lien,
hold-back or deduction whatsoever or otherwise),for and on behalf
of and as trustee of the Members entitled to Debentures, out of the
Escrow Account, as and by way of subscription for allotment of
requisite number of Debentures. The said payment for and on behalf
of the Members by the Merchant Banker shall be
appropriated/considered to be a payment by the Members entitled to
the Debentures under this Scheme towards the cost of acquisition of
the Debentures under the Scheme. Thus, the cost of acquisition of
each of Series I, Series II and Series III Debentures at the hands
of the Members shall be its face value i.e., ̀ 10/- (Rupees Ten
only) each.
(c) Upon receipt by the Company of the payment from the Merchant
Banker for and on behalf of the Members towards subscription of
Debentures of the Company, the Company shall proceed to issue and
allot to the Members as on the Record Date, the appropriate number
of Debentures to which the concerned Member may be entitled by
virtue of his/her/its holding in the Company on the Record Date in
the ratio stipulated in Clause 3.2 above.
5.2 The Debentures issued to the Members pursuant to this Scheme
shall be issued in dematerialized form to the Members who are
recorded as holding equity shares of the Company in dematerialized
form, or from whom the Company has received a notice in writing
prior to the Record Date of details of their account with a
depository participant and who have provided details thereof and
such other confirmations as maybe required, by direct credit to the
account of each Member. For all other Members (including members
holding shares in physical form) or in the event that the Company
is unable to credit the demat accounts of the aforesaid Members,
the Company shall issue Debentures in physical form to such
Members. No letter of allotment would be issued for the Debentures
in such cases.
6 NON RESIDENT MEMBERS:
6.1 The approval of the RBI may be required under applicable law
for issuance of Debentures to certain non-resident Members,
including for the holding or transfer of Debentures by such Members
and repatriation of sale proceeds. The Company shall apply to the
RBI for the requisite approvals for issue and allotment of
Debentures to such non-resident Members of the Company, and the
issuance and allotment to such Members will be made subject to and
in compliance with the terms and conditions as may be prescribed by
the RBI.
7 AMENDMENT TO ARTICLES OF ASSOCIATION:
7.1 As an integral part of the Scheme, and, upon the coming into
effect of the Scheme, without any further act or deed, the
following article, numbered as sub clauses (1), (3) and (4) of
Article 204, shall be altered and substituted as in the Articles of
Association of the Company the existing sub clauses (1), (3) and
(4) of Article 204.
18
-
204 (1) Any General Meeting may resolve that any monies,
investments or other assets forming part of the undivided profits
(including profits or surplus monies arising from the realisation
and where permitted by law, or any amount standing to the credit of
the Share Premium Account or the Capital Redemption Reserve Account
or the General Reserve or any other reserve or fund of the company
or in the hands of the company and available for dividend) may be
capitalized. Any such amount (excepting the amount standing to the
credit of the Share Premium Account and/or the Capital Redemption
Reserve Account) may be capitalized in either of the following
ways, or partly in one way and partly in another:
a. by the issue and distribution as fully paid up shares,
debentures, debenture stock or other securities or obligations of
the Company; or
b. by crediting the shares of the company which may have been
issued and are not fully paid up, with the whole or any part of the
sum, remaining unpaid thereon.
Provided that any amounts standing to the credit of the Share
Premium Account may be applied in:
i. paying up unissued shares of the company to be issued to the
members of the company as fully paid bonus shares
ii. in writing off the preliminary expenses of the company iii.
in writing off the expenses of, or the commission paid or discount
allowed on any issue of
shares or debentures of the company; or iv. in providing for the
premium payable on the redemption of any redeemable preference
shares or debentures of the company.
Provided further that any amount standing to the credit of the
Capital Redemption Reserve Account shall, for the purposes of this
Article, be applied only in paying up unissued shares of the
Company to be issued to the members of the Company as fully paid
bonus shares.
204 (3) The Directors shall give effect to any such resolution
and apply such portion of the profit, General Reserve Fund or any
other fund or account as aforesaid as may be required for the
purpose of making payment in full for the shares, debentures or
debenture stock, or other securities or obligations of the Company
so distributed under sub-article (1) (a) above or (as the case may
be) for the purpose of paying, in whole or in part, the amount
remaining unpaid on the paid up capital under sub-article (1)(a)
above provided that no such distribution or payment shall be made
unless recommended by the Directors and if so recommended such
distribution and payment shall be accepted by such members as
aforesaid in full satisfaction of their interest in the capitalised
sum.
204 (4) For the purpose of giving effect to any such resolution
the directors may settle any difficulty which may arise in regard
to the distribution or payment as foresaid as they think expedient
and in particular they may issue fractional certificates or coupons
and fix the value for distribution of any specific assets and may
determine that such payments be made to any members on the footing
of the value so fixed and that fraction of less value than `1/- may
be disregarded in order to adjust the right of all parties and may
vest any such cash, shares, fractional certificates or coupons,
debentures, debenture-stock, or other securities or obligations in
trustee upon such trust for the persons entitled thereto as may
seem expedient to the Directors and generally may make such
arrangement for the acceptance, allotment and sale of such shares,
debentures, debenture-stock, or other securities or obligations and
fractional certificates or coupons or otherwise as they may think
fit.
7.2 It is hereby clarified that the consent of the Members to
the Scheme shall be sufficient for the purposes of effecting the
above amendment to the Articles of Association of the Company as
set out in Clause 7.1 above as also for the issuance of the
Debentures, and no further resolution under Section 31 or any other
applicable provision of the Act or 2013 Act in this regard, would
be required to be separately passed in connection with the
alteration and amendment to the Articles or the issuance of
Debentures by the Company hereunder.
8 ACCOUNTING TREATMENT IN THE BOOKS OF THE COMPANY:
8.1 The proposed restructuring of the Surplus in the Statement
of Profit and Loss by issuance of Debentures pursuant to the Scheme
shall be reflected in the books of account of the Company in the
following
19
-
manner.
(a) an amount representing the aggregate face value of the
Debentures shall be transferred from the Surplus in the Statement
of Profit and Loss to the Shareholders Account (being the deemed
dividend payable to the Members under the Scheme);and
(b) an amount representing the aggregate face value of the
Debentures shall be transferred to the Shareholders Account
(represented by the Merchant Banker) from the Bank Account (being
payment effected to the Members as deemed dividend under the
Scheme).
8.2 The payment by the Company of the dividend distribution tax
on the aggregate face value of the Debentures as deemed dividend
will be reflected in the books of account of the Company in the
following manner:
(a) an amount representing the dividend distribution tax payable
on the aggregate face value of the Debentures as deemed dividend
shall be transferred from the Surplus in the Statement of Profit
and Loss to the Dividend Distribution Tax Account; and
(b) an amount representing the dividend distribution tax payable
on the aggregate value of the Debentures shall be transferred from
the Dividend Distribution Tax Account to the Central Government
Account (being payment of dividend distribution tax on the
aggregate value of the Debentures as �deemed dividend�).
8.3 Similarly, the proposed investment of the aggregate amount
of the deemed dividend in Debentures of the Company for and on
behalf of the Members by a payment through the Merchant Banker will
be reflected in the books of account of the Company in the
following manner:
(a) an amount representing the aggregate face value of the
Debentures, for each series of Debentures, shall be transferred to
the bank account from the Shareholders Account (represented by the
Merchant Banker), (being payment by the Merchant Banker for and on
behalf of the Members towards reinvestment of deemed dividend);
and
(b) an amount representing the aggregate face value of the
Debentures shall be transferred from Shareholder A/c to Debentures
A/c (being investment of the Members in Debentures under the
Scheme).
8.4 For removal of doubts, it is expressly recorded and
clarified that issue of Debentures constituting deemed dividend
does not in any manner involve distribution of Capital Reserves or
revenue reserves other than Surplus in Statement of Profit and Loss
and the Debentures shall be issued and shall be deemed to have been
issued entirety by utilizing the Surplus in Statement of Profit and
Loss of the Company exclusively built through
undistributed/retained profits of the Company, in the manner
provided in the Scheme.
8.5 Post the issuance of the Debentures under this Scheme, the
Surplus in Statement of Profit and Loss of the Company will stand
reduced by an amount equivalent to the aggregate value of the
Debentures issued upto a maximum of `332,19,10,760/- (Rupees Three
Hundred Thirty Two Crore Nineteen Lacs Ten Thousand Seven Hundred
And Sixty Only) and an amount equivalent to the dividend
distribution tax payable by the Company on the Debentures, at then
applicable rate (on such value of Debentures, as above).
9 SCHEME CONDITIONAL ON APPROVALS/SANCTIONS:
9.1 The Scheme is conditional on and subject to:
(a) the approval to the Scheme by the requisite majority of the
Members and the Creditors of the Company, as the case may be, as
prescribed under law;
(b) the sanction of the High Court being obtained;
(c) the requisite approval of the RBI being obtained under the
provisions of Foreign Exchange Management Act, 1999 and the
regulations made thereunder;
(d) Any other sanction or approval, as may be required by law in
respect of the Scheme being obtained;
20
-
(e) The certified copies of the High Court order referred to in
this Scheme being filed with the Registrar of Companies; and
(f) The Company complying with other provisions of the
Securities Exchange Board of India Circular thbearing No.
CIR/CFD/DIL/5/2013 dated 4 February 2013 and clarifications and
amendments thereto.
10 EFFECT ON NON RECEIPT OF APPROVALS/SANCTIONS:
In the event of any aforesaid sanctions and approvals not being
obtained and/or the Scheme not being sanctioned by the High Court
and/or the Order or Orders not being passed as aforesaid on or
before
thSeptember 30 , 2014 or within such extended period or periods
as may be approved by the Board, the Scheme shall become null and
void and in that event, no rights and liabilities shall accrue to
or be incurred by the Company or its Members or any other person,
and Company shall bear and pay the costs, charges and expenses for
and/or in connection with the Scheme.
PART III
11 GENERAL TERMS AND CONDITIONS:
11.1 Nothing contained herein shall be construed as restricting
the Company from being entitled to declare and pay dividends,
whether interim or final, to its shareholders whether during the
pendency of the Scheme or otherwise and the holders of the shares
of the Company shall, save as expressly provided otherwise in this
Scheme, continue to enjoy their existing rights under their
respective Articles of Association including the right to receive
dividends.
11.2 It is clarified that the aforesaid provisions in respect of
declaration of dividends are enabling provisions only and shall not
be deemed to confer any right on any Member of the Company to
demand or claim any dividends which, subject to the provisions of
the said Act, shall be entirely at the discretion of the board of
directors of the Company and subject to the approval, if required,
of the shareholders of the Company.
11.3 The Scheme is an arrangement between the Company and its
Members under Section 391 of the Act and does not envisage transfer
or vesting of any properties and/or liabilities to or in favor of a
transferee company as contemplated in Section 394 of the Act. The
Scheme does not involve any "conveyance" or "transfer" of any
property and does not relate to amalgamation or merger of companies
under the order of the High Court under Section 394 of the Act, and
accordingly the order sanctioning the Scheme shall not be deemed to
be a conveyance within the meaning of section 2(g) of the
Maharashtra Stamp Act 1958 and/or the provisions of the Indian
Stamp Act, 1899, as the case may be (as applicable in the State of
Maharashtra) and therefore, no stamp duty will be payable under
Article 25 of the Maharashtra Stamp Act 1958.
11.4 The Scheme and issuance of Debentures hereunder is intended
exclusively for the Members of the Company and does not constitute
an offer or an invitation to the public to subscribe to the
Debentures. Neither the Scheme, nor any related document shall
constitute an offer document or prospectus in any manner or for any
purpose whatsoever.
11.5 The Debentures being issued to the Members is from and out
of the Surplus in the Statement of Profit and Loss of the Company.
Save and except as stated in this Scheme, there will be no flow of
funds from the Members to the Company, there is neither invitation
to subscribe nor pay into the Company any money. Consequently, the
provisions of Section 58A of the Act, or the Rules framed there
under are not attracted.
11.6 The borrowing powers of the Company shall be deemed to have
been increased from `100 crore to `500 crore. It is hereby
clarified that the consent of the Members to the Scheme shall be
deemed as an approval of the Members under Section 180(1) (c) or
any other applicable provisions under the 2013 Act for increasing
the limit of borrowings by the Company, from ̀ 100 crore to ̀ 500
crore.
12 APPLICATIONS TO HON'BLE HIGH COURT:
The Company shall with all reasonable dispatch, make
applications/petitions to the High Court under Section 391 and
other applicable provisions of the Act for sanctioning the
Scheme.
13 MODIFICATIONS/AMENDMENTS TO THE SCHEME AND REMOVAL OF
DIFFICULTIES:
13.1 The Company (by its Board) may, in its full and absolute
discretion, assent to any alteration or modification
21
-
to this Scheme which the Board deems fit, or which the High
Court and/or any other authority may deem fit to approve or
impose.
13.2 The Company (by its Board) may give such directions as it
may consider necessary to settle any question or difficulty arising
under the Scheme or in regard to and of the meaning or
interpretation of the Scheme or implementation hereof or in any
matter whatsoever connected therewith (including any question or
difficulty arising as a result of inadequacy of information
provided by a Member or in connection with the issuance of the
Debentures or in connection with any deceased or insolvent Members,
depositors or Debenture-holders of the Company), or to review the
position relating to the satisfaction of various conditions to the
Scheme and if necessary, to waive any of those (to the extent
permissible under law) or that otherwise as may be considered to be
in the best interest of the Company and its Members and do all
acts, deeds and things as may be necessary, desirable or expedient
for giving effect to the Scheme.
13.3 In the event of there being any pending share transfers,
whether lodged or outstanding, of any Member of the Company, the
Board or any person authorized by the Board shall be empowered in
appropriate cases, prior to or even subsequent to the Record Date,
to effectuate such a transfer as if such changes in registered
holder were operative as on the Record Date, in order to remove any
difficulties arising to the transferor or transferee of the share
in the Company and in relation to the issuance of the Debentures
after the effectiveness of the Scheme.
14 OVERRIDING EFFECT:
Upon coming into effect of this Scheme the rights, liabilities
and obligations of the Members, the Company and any other party
under the Scheme, shall be governed by the terms and conditions of
this Scheme and shall be binding upon them.
15 COMPLIANCE WITH STATUTORY PROVISIONS:
All actions taken by the Company pursuant to and in accordance
with this Scheme shall be deemed to have not breached any term and
conditions or any other provisions of law.
16 NON SANCTIONING OF THE SCHEME:
In the event of non-sanctioning of the Scheme by the High Court
and/or withdrawal of the Scheme due to any reason beyond the
control of the Company the amendment in the Articles of Association
of the Company, in respect of Sub clauses (1), (3) and (4) of
Clause 204 of the Articles of Association of the Company, shall be
deemed to have not been taken and or implemented.
17 SEVERABILITY:
If any part of this Scheme is found to be unworkable for any
reason, whatsoever, including by reason of order of a court or
Regulatory authority or any legislative amendment, the same shall
not, subject to the decision of the Company affect the validity or
implementation of the other parts and/or provisions of this
Scheme.
18 COSTS, CHARGES & EXPENSES:
All costs, charges and expenses of the Company in relation to or
in connection with the Scheme and of carrying out and
implementing/completing the terms and provisions of the Scheme
and/or incidental to the completion thereof in pursuance of the
Scheme, including the fees in connection with the appointment of
the Merchant Banker and opening of the Escrow Account, if any,
shall be borne and paid by the Company. For the avoidance of doubt
it is clarified that Members will be required to bear and pay all
taxes as may be applicable to them in relation to the
Debentures.
19 BINDING EFFECT:
This Scheme when sanctioned by the High Court and upon
effectiveness shall be binding on the Company, all its creditors,
Members and all other persons dealing/concerning with the
Company.
22
-
ANNEXURE- A
Principal Terms and Conditions of issue of Series I
Debenture:
1
2
3
4
5
6
7
8
9
10
11
12
13
Issuer Blue Dart Express Limited
Unsecured, redeemable, non-convertible fully paid up
Debentures
Not less than `1,66,09,55,380/- (Rupees One Hundred Sixty Six
CroreNine Lacs Fifty Five Thousand Three Hundred Eighty Only),
through issue of Series I Debentures.
Instrument
Quantum
Tenor 36 months from the date of allotment
Redemption Redeemable at par in full at the end of 36 months
from date of allotment
Face Value `10/- (Rupees Ten only) per Debenture
Market Lot 1 (one) Debenture or as may be required by the Stock
Exchanges
Coupon Rate The coupon rate will be as determined by the Board
of Directors
Interest payments
Taxation
Rating Proposed to be rated
Listing Proposed to be listed on the BSE and/or NSE.
Debenture Trustee A debenture trustee shall be appointed by the
Board.
All payments of principal and interest in respect of the
Debentures to be made less any deductions or withholding for or on
account of any present or future taxes or duties as required by
applicable laws
Interest will be payable annually.The first interest payment
will be paid on March 31, 2015 from the date of allotment to March
31, 2015 and thereafter interest will be paid on March 31 of each
year except in the year of redemption wherein the interest will be
payable from April 1 of that year till the date of redemption of
the Debentures along with the redemption amount. No interest will
accrue after the date of redemption.
23
-
ANNEXURE- B
Principal Terms and Conditions of issue of Series II
Debenture:
1
2
3
4
5
6
7
8
9
10
11
12
13
Issuer Blue Dart Express Limited
Unsecured, redeemable, non-convertible fully paid up
Debentures
Not less than `94,91,17,360/- (Rupees Ninety Four Crore Ninety
One Lacs Seventeen Thousand Three Hundred Sixty Only), through
issue of Series II Debentures.
Instrument
Quantum
Tenor 48 months from the date of allotment
Redemption Redeemable at par in full at the end of 48 months
from date of allotment
Face Value `10/- (Rupees Ten only) per Debenture
Market Lot 1 (one) Debenture or as may be required by the Stock
Exchanges
Coupon Rate The coupon rate will be as determined by the Board
of Directors
Interest payments
Taxation
Rating Proposed to be rated
Listing Proposed to be listed on the BSE and/or NSE.
Debenture Trustee A debenture trustee shall be appointed by the
Board.
All payments of principal and interest in respect of the
Debentures to be made less any deductions or withholding for or on
account of any present or future taxes or duties as required by
applicable laws
Interest will be payable annually.The first interest payment
will be paid on March 31, 2015 from the date of allotment to March
31, 2015 and thereafter interest will be paid on March 31 of each
year except in the year of redemption wherein the interest will be
payable from April 1 of that year till the date of redemption of
the Debentures along with the redemption amount. No interest will
accrue after the date of redemption.
24
-
ANNEXURE- C
Principal Terms and Conditions of issue of Series III
Debenture:
1
2
3
4
5
6
7
8
9
10
11
12
13
Issuer Blue Dart Express Limited
Unsecured, redeemable, non-convertible fully paid up
Debentures
Not less than `71,18,38,020/- (Rupees Seventy One Crore Eighteen
Lacs Thirty Eight Thousand Twenty Only), through issue of Series
III Debentures.
Instrument
Quantum
Tenor 60 months from the date of allotment
Redemption Redeemable at par in full at the end of 60 months
from date of allotment
Face Value `10/- (Rupees Ten only) per Debenture
Market Lot 1 (one) Debenture or as may be required by the Stock
Exchanges
Coupon Rate The coupon rate will be as determined by the Board
of Directors
Interest payments
Taxation
Rating Proposed to be rated
Listing Proposed to be listed on the BSE and/or NSE.
Debenture Trustee A debenture trustee shall be appointed by the
Board.
All payments of principal and interest in respect of the
Debentures to be made less any deductions or withholding for or on
account of any present or future taxes or duties as required by
applicable laws
Interest will be payable annually.The first interest payment
will be paid on March 31, 2015 from the date of allotment to March
31, 2015 and thereafter interest will be paid on March 31 of each
year except in the year of redemption wherein the interest will be
payable from April 1 of that year till the date of redemption of
the Debentures along with the redemption amount. No interest will
accrue after the date of redemption.
25
-
26
-
27
-
Con�nu�on Sheet
28
Signer : Patel KamleshstDate : Fri, Mar 21 2014 18:01:58 IST
Location : NSE
This Document is Digitally Signed
-
29
-
30
-
31
-
32
-
33
-
34
-
35
-
36
-
IN THE HIGH COURT OF JUDICATURE AT BOMBAYORDINARY ORIGINAL CIVIL
JURISDICTION
COMPANY SUMMONS FOR DIRECTIONS NO. 297 OF 2014
In the matter of the Companies Act, 1956; And In the matter of
Sections 391 to 394 of the Companies Act, 1956; And In the matter
of Blue Dart Express Limited; And In the matter of Scheme of
Arrangement between Blue Dart Express
Limited and its member
Blue Dart Express Limited )Blue Dart Centre, )Sahar Airport Road
)Andheri (East), Mumbai - 400099 ) ...........�Applicant
Company
FORM OF PROXY
I/We the undersigned being equity shareholder/s of Blue Dart
Express Limited, the Applicant Company, do hereby appoint
Mr/Mrs/Ms. ____________________________________ and failing him/her
Mr/Mrs/Ms. ______________________________________ as my/our proxy,
to act for me/us at the Meeting of Equity Shareholders of Blue Dart
Express Limited, the Applicant to be held
that Hotel Hilton Mumbai International Airport, Sahar Airport
Road, Andheri (E), Mumbai 400 099, India on Friday, 13 June 2014 at
10:00 a.m., for the purpose of considering and, if thought fit,
approving, with or without modification(s), the arrangement
embodied in the Scheme Of Arrangement proposed to be made between
Blue Dart Express Limited and its members, and at such meeting and
any adjournment thereof, to vote, for me/us and in my/our name(s)
__________________________________________ (here, if for, insert
'FOR', or if against, insert 'AGAINST' and in the latter case
strike out the words 'EITHER WITH OR WITHOUT MODIFICATIONS' after
the word Scheme) the said arrangement embodied in the Scheme,
either with or without modifications(s)*, as my/our proxy may
approve.
Dated this ____ day of _________, 2014.
Name:
________________________________________________________
Address:
________________________________________________________
________________________________________________________
(For Demat Holding) DP ID: _________________ Client ID:
______________
(For Physical Holding) Folio No.: _________ No. of shares held:
__________
Signature of Shareholder(s)
Sole/First Holder
____________________________________________
Second Holder ____________________________________________
Third Holder ____________________________________________
Signature of Proxy: ____________________________________________
NOTES(i) Please affix revenue stamp before putting signature.(ii)
Proxy need not be shareholder.(iii) Alterations, if any, made in
the form of proxy should be initialed.(iv) THE PROXY MUST BE
DEPOSITED AT THE REGISTERED OFFICE OF BLUE DART EXPRESS LIMITED NOT
LESS THAN 48
HOURS BEFORE THE TIME SCHEDULED FOR HOLDING THE SAID MEETING.(v)
In case of multiple proxies, the proxy later in time shall be
accepted.
Affix `1RevenueStamp
37
Blue Dart Express LimitedBlue Dart Centre, Sahar Airport Road,
Andheri (East) Mumbai- 400 099
Phone : 022- 28396444 | Fax : 022-2824 4131CIN :
L61074MH1991PLC061074 | Website : www.bluedart.com
Email : [email protected]
-
38
THIS PAGE HAS BEEN INTENTIONALLY KEPT BLANK
-
ATTENDANCE SLIPPLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT
THE ENTRANCE OF THE MEETING HALL
DP ID.* Folio No.
Client ID*
No. of share(s) held:
I/We hereby certify that I/we am/are registered equity
shareholder/proxy for the registered equity shareholder of the
Applicant Company. I/We hereby record my/our presence at the
General Meeting of the Applicant Company
thheld on Friday, 13 June 2014 at 10:00 a.m. at Hotel Hilton
Mumbai International Airport, Sahar Airport Road, Andheri (E),
Mumbai 400 099.
Member/Proxy name in block letters Member/Proxy signature
*Applicable for investors holding shares in electronic forms
39
Blue Dart Express LimitedBlue Dart Centre, Sahar Airport Road,
Andheri (East) Mumbai- 400 099
Phone : 022- 28396444 | Fax : 022-2824 4131CIN :
L61074MH1991PLC061074 | Website : www.bluedart.com
Email : [email protected]
-
THIS PAGE HAS BEEN INTENTIONALLY KEPT BLANK
40